Item 1.01 Entry into a Material
Definitive Agreement.
On September 22,
2008 we entered into an Asset Purchase Agreement (the “Agreement”)
with Microbix Biosystems Inc., or Microbix, relating to the sale of all assets
of our urokinase business to Microbix. The transaction closed on
September 23, 2008. The Agreement provides for the sale of all assets to
Microbix including: all labeled inventory of urokinase, unlabeled urokinase
drug product inventory, cell banks, testing references and standards, work-
in-process, samples, retained samples of previously released drug substance and
drug product batches; all intellectual property rights, including patents,
trademarks, including the assignment of the Kinlytic™ trademark, service
marks, trade secrets and know how; all regulatory filings, including
investigational new drug applications or INDs and new drug applications or NDA
filings; records, reports, data bases, clinical data, history, protocols and
reports, adverse event reports history, formulae and product development
history; all marketing and sales materials; all contracts with third parties,
including those for storage of finished drug product and raw materials, product
testing, and agreements with suppliers, customers and distributors, including
those with hospitals, GPO’s and wholesalers.
In return for the
transfer of the above described assets Microbix paid to us $2 million in
cash and agreed to assume up to $500,000 in liabilities relating to certain
chargebacks owing or to be owed by us to certain of our wholesale distributors
relating to urokinase product previously sold to the wholesale distributors.
Microbix also agreed to pay us an additional $2.5 million when they have
secured approval from the FDA to release certain lots of urokinase vials for
commercial use that are currently under review by the FDA.
Pursuant to the
Agreement Microbix also assumed all regulatory and commercial responsibilities
for urokinase as of September 23, 2008.
A copy of the
Agreement is attached as Exhibit 10.1 to this current report on Form 8-K
and is incorporated herein by this reference.
Item 2.01 Completion of
Acquisition or Disposition of Assets
On September 22,
2008 we entered into an Asset Purchase Agreement (the “Agreement”)
with Microbix Biosystems Inc., or Microbix, relating to the sale of all assets
of our urokinase business to Microbix. The transaction closed on
September 23, 2008. The Agreement provides for the sale of all assets to
Microbix including; all labeled inventory of urokinase, unlabeled urokinase
drug product inventory, cell banks, testing references and standards, work-
in-process, samples, retained samples of previously released drug substance and
drug product batches; all intellectual property rights, including patents,
trademarks, including the assignment of the Kinlytic™ trademark, service
marks, trade secrets and know how; all regulatory filings, including
investigational new drug applications or INDs and new drug applications or NDA
filings; records, reports, data bases, clinical data, history, protocols and
reports, adverse event reports history, formulae and product development
history; all marketing and sales materials; all contracts with third parties,
including those for storage of finished drug product and raw materials, product
testing, and agreements with suppliers, customers and distributors, including
those with hospitals, GPO’s and wholesalers.
In return for the
transfer of the above described assets Microbix paid to us $2 million in
cash and agreed to assume up to $500,000 in liabilities relating to certain
chargebacks owing or to be owed by us to certain of our wholesale distributors
relating to urokinase product previously sold to the wholesale distributors.
Microbix also agreed to pay us an additional $2.5 million when they have
secured approval from the FDA to release certain lots of urokinase vials for
commercial use that are currently under review by the FDA.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
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10.1
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Asset Purchase Agreement, dated September 22, 2008, by and between
ImaRx Therapeutics, Inc. and Microbix Biosystems Inc.
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